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Call Toll Free 1800-425-8282 IPO NOTE Issue Highlights: Issuer: CL Educate Limited Issue Type: 100% Book Built Issue IPO Issue Open: Monday, March 20, 2017 Issue Close: Wednesday, March 22, 2017 *Anchor bidding on 17 th March 2017 Friday Commencement of Trading: April 05, 2017 Issue Size (Rs): Rs. 238.00 crs (lower band) & Rs. 238.95 crs (upper band) Face Value: Rs.10 per Equity Share Price Band: Rs. 500 Rs.502 per Equity Share Minimum Order Quantity Retail: 29 Shares Maximum Bid amount for Retail: Rs. 2 Lakhs Listing: BSE, NSE Issue Size and Investor Category Allocation QIB (including Anchor): 50% of the Offer Rs.119.48 crs^ NIB: 15% of the issue size 35.84 Crs^ Retail Individual Bidders: 35% of the Offer Rs.83.63 Crs ^ (^ @ upper price band) Book Running Lead Managers: KOTAK Mahindra Capital Company Ltd. Registrar: Karvy Computershare Pvt Ltd Key Business Strategies: Expand geographical footprint and increase test prep center utilization across India, in test prep business. Develop and derive synergies from our publishing and content development business. Diversify business into the B2BC spectrum of the education sector Selectively capitalize on opportunities in the vocational training business. Key Strengths: Publishing and Content Development Diversified and integrated education products, services, content and infrastructure provider, with pan-India presence and a focus on knowledge-creation. Reputed courses, particularly in the aptitude based test prep segment. Asset-light, technology-enabled business model Strong brand equity. Public issue of upto 4,760,000 Equity Shares of the face value of Rs. 10 each (“Equity Shares”) of CL Educate Limited. The offer comprises a fresh issue of 2,180,119 Equity Shares by our company (Fresh Issue”) and an offer for sale upto 2,579,881 Equity Shares by the selling shareholders. Objects of the Issue: Company proposes to utilize the Net Proceeds from the Fresh Issue towards the following objects: 1. Funding working capital requirements of Company and Subsidiaries, GKP and Kestone; 2. Pre-payment of outstanding amount of a debt facility availed of by Subsidiary, CLIP; 3. Acquisitions and other strategic initiatives; and General corporate purposes. About the Issuer: CL Educate Limited is a diversified and integrated technology-enabled provider of education products, services, content and infrastructure, with a presence across the education value chain. The company integrated business, marketing and sales services for corporates, conducted under brand Kestone, including event management, marketing support (including digital marketing support), customer engagement, managed manpower and training services; During the six months ended September 30, 2016, company had 53,892 enrolments in test prep courses (including 15,491 online enrolments, referring to enrolments through website, and 38,401 offline enrolments). 900.93 1,153.75 1,182.99 1,496.97 1,643.55 0.00 500.00 1,000.00 1,500.00 2,000.00 FY 12 FY 13 FY 14 FY 15 FY 16 Revenue from operation (In Millions.) -53.76 67.43 23.57 76.59 49.18 -100 -50 0 50 100 FY 12 FY 13 FY 14 FY 15 FY 16 Net Profit (Rs. In Million) CL EDUCATE LIMITED

IPO Product Note CL Educate Limited - Karvy Value · Call Toll Free 1800-425-8282 CL EDUCATE LIMITED IPO NOTE. th Commencement of . I. Key 23.57. towards the following objects: 2

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Page 1: IPO Product Note CL Educate Limited - Karvy Value · Call Toll Free 1800-425-8282 CL EDUCATE LIMITED IPO NOTE. th Commencement of . I. Key 23.57. towards the following objects: 2

Call Toll Free 1800-425-8282

IPO NOTE

Issue Highlights:

Issuer: CL Educate Limited

Issue Type: 100% Book Built Issue IPO

Issue Open: Monday, March 20, 2017

Issue Close: Wednesday, March 22, 2017

*Anchor bidding on 17th March 2017 Friday

Commencement of Trading: April 05, 2017

Issue Size (Rs): Rs. 238.00 crs (lower band) & Rs. 238.95 crs (upper band)

Face Value: Rs.10 per Equity Share

Price Band: Rs. 500 – Rs.502 per Equity Share

Minimum Order Quantity Retail: 29 Shares

Maximum Bid amount for Retail: Rs. 2 Lakhs

Listing: BSE, NSE

Issue Size and Investor Category Allocation

QIB (including Anchor): 50% of the Offer Rs.119.48 crs^

NIB: 15% of the issue size 35.84 Crs^

Retail Individual Bidders: 35% of the Offer Rs.83.63 Crs ^

(^ @ upper price band)

Book Running Lead Managers:

KOTAK Mahindra Capital Company Ltd.

Registrar:

Karvy Computershare Pvt Ltd

Key Business Strategies:

Expand geographical footprint and increase test prep

center utilization across India, in test prep business.

Develop and derive synergies from our publishing and

content development business.

Diversify business into the B2BC spectrum of the

education sector

Selectively capitalize on opportunities in the vocational

training business.

Key Strengths:

Publishing and Content Development

Diversified and integrated education products, services,

content and infrastructure provider, with pan-India

presence and a focus on knowledge-creation.

Reputed courses, particularly in the aptitude based test

prep segment.

Asset-light, technology-enabled business model

Strong brand equity.

Public issue of upto 4,760,000 Equity Shares of the face value of Rs. 10

each (“Equity Shares”) of CL Educate Limited. The offer comprises a

fresh issue of 2,180,119 Equity Shares by our company (“Fresh Issue”)

and an offer for sale upto 2,579,881 Equity Shares by the selling

shareholders.

Objects of the Issue:

Company proposes to utilize the Net Proceeds from the Fresh Issue

towards the following objects:

1. Funding working capital requirements of Company and

Subsidiaries, GKP and Kestone;

2. Pre-payment of outstanding amount of a debt facility

availed of by Subsidiary, CLIP;

3. Acquisitions and other strategic initiatives; and General

corporate purposes.

About the Issuer:

CL Educate Limited is a diversified and integrated

technology-enabled provider of education products,

services, content and infrastructure, with a presence

across the education value chain.

The company integrated business, marketing and sales

services for corporates, conducted under brand Kestone,

including event management, marketing support (including

digital marketing support), customer engagement,

managed manpower and training services;

During the six months ended September 30, 2016,

company had 53,892 enrolments in test prep courses

(including 15,491 online enrolments, referring to

enrolments through website, and 38,401 offline

enrolments).

900.931,153.75 1,182.99

1,496.971,643.55

0.00

500.00

1,000.00

1,500.00

2,000.00

FY 12 FY 13 FY 14 FY 15 FY 16

Revenue from operation (In Millions.)

-53.76

67.43

23.57

76.59

49.18

-100

-50

0

50

100

FY 12 FY 13 FY 14 FY 15 FY 16

Net Profit (Rs. In Million)

CL EDUCATE LIMITED

Page 2: IPO Product Note CL Educate Limited - Karvy Value · Call Toll Free 1800-425-8282 CL EDUCATE LIMITED IPO NOTE. th Commencement of . I. Key 23.57. towards the following objects: 2

Call Toll Free 1800-425-8282

IPO NOTE

SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

CL EDUCATE LIMITED

` in Million

30-Sep-16 31-Mar-16 31-Mar-15 31-Mar-14 31-Mar-13 31-Mar-12

119.40 119.40 116.45 99.18 99.18 93.35

EQUITY AND LIABILITIESShareholders’ fundsShare capital

Reserves and surplus 2556.15 2478.50 2276.59 1033.67 1009.25 806.33

2675.55 2597.90 2393.04 1132.85 1108.43 899.68

- - - 13.86 - 29.45

45.54 45.86 44.96 18.88 36.26 117.47

17.89 15.40 17.87 18.05 2.69 -

Non-current liabilitiesLong-term borrowings

Deferred tax liabilities (net)

Long-term provisions 26.15 22.94 19.43 13.58 8.34 7.04

89.58 84.20 82.26 50.51 47.29 124.51

252.67 330.53 236.53 240.66 234.45 163.17

- - - - - -

478.79 455.28 241.65 146.53 62.29 98.35

347.30 320.82 299.45 254.01 329.00 391.67Other current liabilities

Short-term provisions 8.85 0.61 0.51 0.46 1.48 1.15

1087.61 1107.24 778.14 641.66 627.22 654.34

Total 3852.74 3789.34 3253.44 1838.88 1782.94 1707.98

327.78 329.47 341.55 336.84 349.33 411.46

111.75 103.05 117.80 110.75 123.37 136.78

ASSETSNon-current assetsFixed assets

- Tangible assets

- Intangible assets

- Capital work-in-progress - - - - 0.09 -

1716.25 1716.36 1525.86 453.28 406.02 364.46

- - - - - 32.68

38.56 56.42 67.54 84.65 92.68 72.10

Non-current investments

Deferred tax assets (net)

Long-term loans and advances

Other non-current assets 112.03 112.03 112.41 132.43 150.91 4.12

2306.37 2317.33 2165.16 1117.95 1122.40 1021.60

Share application money pending allotment

Current liabilitiesShort-term borrowings

Trade payables

(i) total outstanding dues of micro

enterprises and small enterprises

(ii) total outstanding dues of creditors

other than micro enterprises and small

enterprises

Particulars As at

Current assetsCurrent investments - - - - - -

Inventories 43.07 42.12 44.75 33.65 24.28 12.50

Trade receivables 841.73 843.80 535.23 358.91 312.96 264.02

Cash and bank balances 52.96 79.91 113.35 44.66 65.29 157.97

Short-term loans and advances 482.70 390.96 283.01 204.91 189.07 233.79

Other current assets 125.91 115.22 111.94 78.80 68.94 18.10

1546.37 1472.01 1088.28 720.93 660.54 686.38Total 3852.74 3789.34 3253.44 1838.88 1782.94 1707.98

Page 3: IPO Product Note CL Educate Limited - Karvy Value · Call Toll Free 1800-425-8282 CL EDUCATE LIMITED IPO NOTE. th Commencement of . I. Key 23.57. towards the following objects: 2

Call Toll Free 1800-425-8282

IPO NOTE

Source

for

Note:

DRHP

IMPORTANT: Please

read

the

Red

Herring

Prospectus

of this

issue

carefully

before

investing

in

the

same.

:: Research Desk :: :: Research Desk ::

PF/IPON/17032017/22

E-mail:

[email protected]

Direct Ph: 040 3321 7132

Disclaimer

The information and views presented in this report are prepared by Karvy Stock Broking Limited. The information

contained herein is based on our analysis and upon sources that we consider reliable. We, however, do not vouch for the

accuracy or the completeness thereof. This material is for personal information and we are not responsible for any loss

incurred based upon it. The investments discussed or recommended in this report may not be suitable for all investors.

Investors must make their own investment decisions based on their specific investment objectives and financial position

and using such independent advice, as they believe necessary. While acting upon any information or analysis mentioned

in this report, investors may please note that neither Karvy nor Karvy Stock Broking nor any person connected with any

associate companies of Karvy accepts any liability arising from the use of this information and views mentioned in this

document.

SUMMARY STATEMENT OF PROFITS AND LOSSES, AS RESTATED

CL EDUCATE LIMITED

` in Million

30-Sep-16 31-Mar-16 31-Mar-15 31-Mar-14 31-Mar-13 31-Mar-12IncomeRevenue from operations 840.41 1643.55 1496.27 1182.99 1153.75 900.93

Other income 54.05 94.91 62.20 64.43 201.48 120.81

Total Revenue 894.46 1738.46 1558.47 1247.42 1355.23 1021.74

ExpensesPurchases of traded goods 68.00 153.74 145.72 117.41 103.35 52.57

(Increase)/decrease in inventory of

traded goods

(1.10) 2.79 (11.68) (9.37) (11.78) (12.50)

Cost of services 352.10 719.14 613.94 483.11 492.45 381.53

Employee benefits expense 126.02 248.01 247.84 220.57 196.41 184.68

Finance costs 23.36 51.82 47.17 44.13 59.07 40.61

Depreciation and amortisation

expenses

23.24 62.19 50.86 37.45 37.25 28.28

Other expenses 196.33 427.38 366.78 299.69 375.70 241.78

Total expenses 787.95 1665.07 1460.63 1192.99 1252.45 916.95

Restated profit before exceptional expenses and tax

106.51 73.39 97.84 54.43 102.78 104.79

Exceptional expenses - - - 15.49 - 196.62

Restated profit/(loss) before tax 106.51 73.39 97.84 38.94 102.78 (91.83)Income tax expense:- Current tax 32.68 26.67 23.79 7.86 - 7.63

- Minimum alternate tax ('MAT') credit - - - (7.86) - (7.63)

- Deferred tax charge/(benefit) 2.49 (2.46) (2.54) 15.37 35.35 (38.07)

Total tax expenses 35.17 24.21 21.25 15.37 35.35 (38.07) Restated net profit/(loss) after tax 71.34 49.18 76.59 23.57 67.43 (53.76)

Particulars For the period/year ending